Over 50% of patients entering treatment for substance dependence suffer from cognitive deficits. We and others have shown that these deficits, in domains such as attention, memory, and executive functioning, predict poor treatment retention and outcome in substance dependent patients in standard behavioral treatments such as Cognitive-Behavioral Relapse Prevention (CBT-RP). CBT is efficacious, widely used for treatment of cocaine and other substance dependencies, and, importantly, shown to have lasting effects, but dropout rates remain high. Such treatments are not specifically designed to accommodate cognitive impairments, and they place considerable cognitive demands on patients, who are asked, for example, to absorb and retain session content largely through didactic presentation, and learn and practice new skills to cope with high risk situations. This suggests that the outcome of behavioral treatment could be improved by modifying the treatment to accommodate the deficits typically observed in drug dependent patients. In this re-submission, we propose a Stage I Behavior Therapy Development Project to modify CBT, using evidence- based methods from other treatment settings to compensate for cognitive deficits. In Stage IA, a prototype of the modified CBT treatment manual (M-CBT) will be developed and tested in an uncontrolled trial with 20 cocaine dependent patients. Methods for training therapists and measuring treatment adherence will also be adapted. A subsequent Stage IB randomized, controlled, 12-week trial will provide an initial test of whether M-CBT (N=64) is superior to standard CBT (N=64) for treatment of cocaine dependent patients as well as an estimate of effect size. Patients with and without cognitive deficits will be entered to explore whether M-CBT effects are general, or specific to patients with cognitive impairments. Principal outcomes will be retention in treatment and drug use outcome, both during the 12 weeks of treatment and during long-term follow-up. If promising, the M-CBT treatment manual, and associated training and monitoring methods, will provide the basis for subsequent Stage II or III trials. Ultimately, it is hoped that this approach will lead to substantial improvements in the efficacy of CBT for cocaine dependence, and will suggest a new strategy for improving outcome for a range of behavioral treatments and types of substance dependence.